For the Quarterly Period Ended June 30, 2004

Commission File Number 0-13881

CITY INVESTING COMPANY LIQUIDATING TRUST

(Exact name of registrant as specified in its charter)

853 Broadway, Suite 1607
New York, New York
(Address of principal executive offices)

10003-4703
(Zip Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.

Yes   X       No      

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).   Yes   X       No      

At June 30, 2004 there were 38,979,372 Trust Units of Beneficial Interest outstanding.  

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

CITY INVESTING COMPANY LIQUIDATING TRUST
Statements of Operations
Second Quarter and Six Months ended June 30
(Unaudited)

The accompanying financial statements for the City Investing Company Liquidating Trust (the "Trust") are unaudited. In the opinion of the Trustees, the interim financial statements reflect all adjustments necessary for a fair presentation of the financial position and income and expenses of the Trust as prepared on a Federal income tax basis. Results for interim periods are not necessarily indicative of results for the full year. The unaudited interim financial statements presented herein should be read in conjunction with the Trust's financial statements filed in its annual report on Form 10-K for the year ended December 31, 2003. The December 31, 2003 financial information included herein has been extracted from the Trust's audited financial statements on Form 10-K.

Note 2 - Basis of Accounting

The accompanying financial statements have been prepared on the basis of accounting used for Federal income tax purposes. Accordingly, certain revenue and the related assets are recognized when received rather than when earned; certain expenses are recognized when paid rather than when the obligation is incurred; and assets are reflected at their tax basis.

Note 3 - Gains (Losses) on Dispositions of Assets

Gains (losses) on dispositions of assets, net, include expenses attributable to litigation exposures that relate to periods before the liquidation of City Investing Company ("City").

Note 4 - Investment Securities

Investment securities, all of which mature within one year, consist of U.S. Treasuries and are carried at original cost, net of premium amortization recorded at interest collection dates. The fair value of U.S. Treasuries is based on quoted market prices. Investment securities consist of the following:

The gross unrealized gains/(losses) on investment securities amounted to the following:

Restricted funds at June 30, 2004 and December 31, 2003 represent a rent deposit of $4,000.

The Trust holds 310,810 shares of Oklahoma Energy Corp. common stock, which are carried at their tax basis. At June 30, 2004 and December 31, 2003, the fair market value of the Oklahoma Energy stock, based on the average of quoted market prices, was $40 and $31, respectively.

Note 7 - Real Estate

In February 2000, the Trust sold 39 percent of certain real estate acreage for $2,410,000 in cash, which resulted in a recognized long-term capital gain, net of expenses, of $610,000. In May 2000, the Trust sold its remaining real estate acreage for $478,000 in cash and a non-recourse promissory note of $3,683,000, payable in five equal annual installments plus interest at 8 percent. The May 2000 sale resulted in a recognized long-term capital gain, net of expenses, of $171,000 and deferred gain of $1,173,000. The deferred gain of $1,173,000 was recorded as a reduction to the $3,683,000 mortgage receivable. In June 2002 and 2003, cash payment installments of $907,000 and $850,000, were received which resulted in a recognized long-term gain, net of expenses, of $183,000 in each of the years and net interest income of $222,000 and $177,000, respectively. The deferred gain of $469,000 at June 30, 2004 and December 31, 2003, is netted against the gross mortgage receivable of $1,473,000 at June 30, 2004 and December 31, 2003. A one-year extension of the non-recourse promissory note to pay only interest in 2004 and principal and interest in 2005 and 2006 was requested by the mortgagor and was approved by the holders of the mortgage. In June 2004, net interest income of $110,000 was received. It is projected that the remaining deferred gain of $469,000 will be subject to expenses estimated to be $102,000.

Note 8 - Litigation and Other Contingent Liabilities

In accordance with the Trust Agreement, the Trust has assumed the obligation to make payments, where required, to discharge certain litigation and other contingent liabilities of City Investing Company which existed at September 25, 1985, or which have subsequently arisen. The Trust is subject to possible claims by the United States Environmental Protection Agency and other third parties, including:

Admiral Home Appliances Site: On June 9, 2004, the Trust and Rheem Manufacturing Company ("Rheem") entered into a Settlement Agreement resolving all claims asserted in the third-party complaint brought by Rheem against the Trust in Maytag Corporation v. Rheem Manufacturing Company v. City Investing Company, et al. (Civ. Action 1-01-0137-22) in the United States District Court for the District of South Carolina. Rheem has agreed to dismiss and release any claims that were or could have been brought by Rheem against the Trust and to indemnify the Trust against any environmental claims arising from the site. The Trust has similarly released any counter-claims that it could have brought against Rheem in that proceeding.

Note 9 - Future Distributions of Trust Assets

Pending resolution of possible claims by the Environmental Protection Agency and other third parties, see Note 8 to Financial Statements - Litigation and Other Contingent Liabilities, the Trust is unable to make any dividend payments or liquidation distributions.

It is difficult to compare amounts in comparable periods, as the financial statements of the Trust are prepared on the basis of accounting used for Federal income tax purposes; that is, certain amounts are reflected in the financial statements when such amounts are received or paid.

The Trust recorded net income of $0 ($0.00 per unit) in the second quarter of 2004 and net income of $80,000 ($0.00 per unit) in the six-month period ended June 30, 2004, compared to net income of $550,000 ($0.01 per unit) and net income of $829,000 ($0.02 per unit) in the corresponding 2003 periods. The reported gains (losses) on the dispositions of assets, net, reflect losses of $239,000 in the second quarter and $273,000 in the six-month period of 2004 as compared to gains of $101,000 and $99,000 in the respective 2003 periods. Legal fees and a payment in settlement of litigation exposure relating to issues attributable to periods before the liquidation of City are reflected as losses on disposition of assets, net, and amounted to $239,000 in the second quarter of 2004 and $273,000 in the six-month period ended June 30, 2004, compared to $82,000 and $84,000 in the corresponding 2003 periods. In February 2000, the Trust sold 39 percent of certain real estate acreage for $2,410,000 in cash, which resulted in a recognized long-term capital gain, net of expenses, of $610,000. In May 2000, the Trust sold its remaining real estate acreage for $478,000 cash and a non-recourse promissory note of $3,683,000, payable in five equal annual installments plus interest at 8 percent. The May 2000 sale resulted in a recognized long-term capital gain, net of expenses, of $171,000 and deferred gain of $1,173,000. The deferred gain of $1,173,000 was recorded as a reduction to the $3,683,000 mortgage receivable. In June 2002 and 2003, cash payment installments of $907,000 and $850,000, were received which resulted in a recognized long-term gain, net of expenses, of $183,000 in each of the years and net interest income of $222,000 and $177,000, respectively. The deferred gain of $469,000 at June 30, 2004 and December 31, 2003, is netted against the gross mortgage receivable of $1,473,000 at June 30, 2004 and December 31, 2003. A one-year extension of the non-recourse promissory note to pay only interest in 2004 and principal and interest in 2005 and 2006 was requested by the mortgagor and was approved by the holders of the mortgage. In June 2004, net interest income of $110,000 was received. It is projected that the remaining deferred gain of $469,000 will be subject to expenses estimated to be $102,000.

Interest, dividend and other income, principally consisting of interest earned on the investment of cash equivalents and investment securities, was $347,000 and $551,000 in the second quarter and six months ended June 30, 2004, and $522,000 and $928,000 in the corresponding 2003 periods. The decreases in the 2004 periods were primarily due to lower interest rates in 2004 versus 2003 periods. Administrative expenses were $108,000 and $198,000 for the second quarter and six months of 2004, compared with $73,000 and $198,000 for the comparable 2003 periods.

At June 30, 2004, the Trust had cash and cash equivalents and U. S. Treasuries of $83,149,000. The Trustees believe that such cash resources and investment securities are sufficient to meet all anticipated liquidity requirements.

As of the end of the period covered by this report, the Trust carried out an evaluation, under the supervision and with the participation of the Trust's management, including the trustee who is the functional equivalent of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Trust's internal disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. That Rule requires that such controls and procedures assure that information required to be included in the Trust's periodic SEC filings is recorded, processed, summarized and reported within the time periods specified by the rules and forms. Based upon that evaluation, the Trustees concluded that the Trust's internal disclosure controls and procedures are effective in assuring that information required to be disclosed by the Trust in its periodic SEC filings is accurate and communicated to the Trust's management in order to allow timely decisions regarding required disclosure. There have not been any significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of such evaluation.

ITEM 1.   LEGAL PROCEEDINGS

The information contained under Legal Proceedings in the Trust's Annual Report on Form 10-K for the year ended December 31, 2003 is incorporated by reference herein. Except as set forth in Note 8 to Financial Statements - Litigation and Other Contingent Liabilities herein, there have been no material developments in such legal proceedings subsequent to the date of that information.

Pending resolution of possible claims, see Note 8 to Financial Statements - Litigation and Other Contingent Liabilities, the Trust is unable to make any dividend payments or liquidation distributions.

ITEM 2.   CHANGES IN SECURITIES

Trust Units of Beneficial Interest.   On August 3, 2004, the Trustees amended the Trust Agreement to extend the existence of the Trust (and thereby the existence of the Trust Units) until the earlier of (a) the complete distribution of the Trust Estate or (b) September 25, 2005, unless an earlier termination is required by the applicable laws of the State of Delaware or by the action of the Beneficiaries as provided in Section 4.2 of the Trust Agreement or a later termination is required by the Trustees pursuant to Section 6.2 (q) of the Trust Agreement.

ITEM 5.   OTHER INFORMATION

In May 2004, Eben W. Pyne resigned his position as Trustee, having served the Trust since its September 25, 1985 inception. Charles R. Carson, investment banker and former Treasurer of City Investing Company from 1978 to 1985 has accepted an appointment as successor Trustee.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized.

CITY INVESTING COMPANY LIQUIDATING TRUST

       The undersigned, Trustees under the City Investing Company Liquidating Trust Agreement (the "Trust Agreement") dated September 25, 1985, by and between City Investing Company and the undersigned, hereby take the following action pursuant to Section 6.2 (q) of the Trust Agreement:

       RESOLVED that, because certain contingent liabilities cannot be resolved prior to September 25, 2004, the existence of the Trust is hereby extended until the earlier of (a) the complete distribution of the Trust Estate or (b) September 25, 2005, unless an earlier termination is required by the applicable laws of the State of Delaware or by the action of the Beneficiaries as provided in Section 4.2 of the Trust Agreement or a later termination is required by the Trustees pursuant to Section 6.2 (q) of the Trust Agreement.

       IN WITNESS WHEREOF, the undersigned have caused this action to be taken as of the 3rd day of August of 2004.

I, Lester J. Mantell, the functional equivalent of the Chief Executive Officer and Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of the City Investing Company Liquidating Trust;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and I have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others, particularly during the period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures based on such evaluation, as of the end of the period covered by this report; and

c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's trustees:

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves individuals who have a significant role in the registrant's internal control over financial reporting.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Trust and will be retained by the Trust and furnished to the Securities and Exchange Commission or its staff upon request.

In connection with the Quarterly Report on Form 10-Q of the CITY INVESTING COMPANY LIQUIDATING TRUST, a Delaware Trust (the "Trust") for the period ending June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Lester J. Mantell, the functional equivalent of the Chief Executive Officer and Chief Financial Officer, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust.

The foregoing certification is incorporated solely for purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act of 2002 and is not intended to be used for any other purposes.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Trust and will be retained by the Trust and furnished to the Securities and Exchange Commission or its staff upon request.